Primis Financial Corp. Announces Notification of Delinquency with Nasdaq
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Insights
The notice from NASDAQ to Primis Financial Corp. regarding the delay in filing its annual report is a significant event that can affect investor confidence and the company's stock price. As a Financial Analyst, one must consider the implications of such a delay. The requirement for timely filing under NASDAQ Listing Rule 5250(c)(1) is designed to ensure transparency and provide investors with critical financial information. The delay may signal underlying issues such as operational inefficiencies, potential financial restatements, or internal control weaknesses. Investors may react negatively to this uncertainty, potentially leading to increased stock volatility.
However, it is also important to note that the company has communicated its intention to regain compliance within the 60-day period provided by NASDAQ. This suggests a proactive approach to resolving the filing delay. The eventual filing of the 2023 Form 10-K will be a critical moment for the company, as it will provide investors with much-needed clarity on its financial position and performance. Moreover, the market will closely monitor the outcomes of the restatement of financial statements and the pre-clearance process with the SEC's Office of the Chief Accountant, as these factors could have material implications on the company's financial health.
The receipt of a non-compliance letter from NASDAQ is a procedural step that carries legal implications for Primis Financial Corp. As a Legal Expert, it is clear that while the letter does not immediately affect the listing of the company's common stock, it does place the company under scrutiny. The legal process involves the company submitting a compliance plan, which will be assessed by NASDAQ for its feasibility and timeliness. Failure to submit an adequate plan or to file the annual report within the stipulated timeframe could lead to further regulatory actions, including possible delisting.
Moreover, the restatement of financial statements mentioned by the company is a serious matter that often relates to errors or misstatements in previously issued financial information. This process must be handled with utmost diligence to ensure that the revised statements accurately represent the company's financial status, as inaccuracies can result in legal consequences, including sanctions from the SEC and potential investor lawsuits. The company's engagement in an ongoing pre-clearance process with the SEC indicates a level of complexity in the issues being addressed, which may require careful navigation to avoid further legal entanglements.
From a market perspective, the delay in filing an annual report by Primis Financial Corp. and the subsequent NASDAQ notification can influence market perception and investor sentiment. As a Market Research Analyst, it is essential to evaluate market reactions to similar situations historically. Typically, delayed filings and financial restatements can lead to a loss of investor trust, which might result in a decline in stock value. Market participants often view such delays as red flags, prompting a reassessment of the company's investment risk profile.
However, if the company manages to address the concerns raised and files its annual report within the 60-day window while also providing a satisfactory explanation for the delays, it could mitigate some of the negative market impact. The company's ability to quickly regain compliance and reassure the market will play a important role in stabilizing its stock price. The market will also look for transparency in the restatement process and clarity on any financial adjustments made, as these will inform the market's understanding of the company's true financial health and future prospects.
As previously disclosed in the Notification of Late Filing on Form 12b-25 filed on March 18, 2024 and Amendment No. 1 filed April 1, 2024, the Company expected to receive the Letter because it had not timely filed the 2023 Form 10-K with the SEC and the Company had determined that it required additional time in connection with the restatement of certain financial statements and ongoing "pre-clearance" process with the Office of the Chief Accountant of the Securities and Exchange Commission.
The Letter has no immediate effect on the listing of the Company's common stock on the NASDAQ Global Select Market. Pursuant to the Letter, the Company has 60 days following the receipt of the Notice within which to submit a plan to NASDAQ showing how it intends to regain compliance. The Company intends to file the 2023 Form 10-K as soon as possible, and in any case before the 60 days conclude, and thereafter, believes the Company will be in compliance with all of the NASDAQ continued listing requirements.
About Primis Financial Corp.
As of December 31, 2023, Primis had
Contacts: | Address: |
Dennis J. Zember, Jr., President and CEO | Primis Financial Corp. |
Matthew A. Switzer, EVP and CFO | 1676 International Drive, Suite 900 |
Phone: (703) 893-7400 | |
Primis Financial Corp., NASDAQ Symbol FRST |
Forward-Looking Statements
This press release and certain of our other filings with the Securities and Exchange Commission contain statements that constitute "forward-looking statements" within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. Such statements can generally be identified by such words as "may," "plan," "contemplate," "anticipate," "believe," "intend," "continue," "expect," "project," "predict," "estimate," "could," "should," "would," "will," and other similar words or expressions of the future or otherwise. These forward-looking statements include, but are not limited to, statements regarding our expectations regarding the impact on, and the timing of the completion and audit (including pre-clearance) of, the Company's financial statements and the filing of the 2023 Form 10-K, which reflect the Company's expectations based upon information presently available to the Company and assumptions that it believes to be reasonable.
Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties which may cause the actual results, performance or achievements of the Company to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on the information known to, and current beliefs and expectations of, the Company's management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements.
Forward-looking statements speak only as of the date on which such statements are made. These forward-looking statements are based upon information presently known to the Company's management and are inherently subjective, uncertain and subject to change due to any number of risks and uncertainties, including, without limitation, the risks and other factors set forth in the Company's filings with the Securities and Exchange Commission, the Company's Annual Report on Form 10-K for the year ended December 31, 2022, under the captions "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors," and in the Company's Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on these forward-looking statements.
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SOURCE Primis Financial Corp.
FAQ
Why did Primis Financial Corp. (FRST) receive a letter from NASDAQ?
What is the NASDAQ Listing Rule 5250(c)(1) Primis Financial Corp. (FRST) is not in compliance with?
What is the deadline given to Primis Financial Corp. (FRST) to submit a plan to regain compliance?
What does Primis Financial Corp. (FRST) plan to do to regain compliance?
